U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB
(Mark One)

   [x]   Annual report under Section 13 or 15 (d) of the Securities Exchange Act
         of 1934 (Fee required)
                    For the fiscal year ended March 31, 2004

   [ ]   Transition report under Section 13 or 15 (d) of the Securities Exchange
         Act of 1934 (No fee required)

         For the transition period from ______________ to ______________

                         Commission file number 0-12122

                                 WINCROFT, INC.
                 (Name of Small Business Issuer in Its Charter)

                     ALEXANDER MARK INVESTMENTS (USA), INC.
                                 (Previous Name)

                Colorado                                   84-0601802
     (State or Other Jurisdiction of                   (I.R.S. Employer
      Incorporation or Organization)                    Identification No.)

              18170 Hillcrest Road, Suite 100, Dallas, Texas,75252
               (Address of Principal Executive Offices) (Zip Code)


                  6959 Arapaho, Suite 122, Dallas, Texas 75248
           (Former Address of Principal Executive Offices) (Zip Code)

                                 (972) 612-1400
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                                 Name of Each Exchange
             Title of Each Class                 on Which Registered

                    None                                 None

Securities registered under Section 12(g) of the Exchange Act:

                           Common Stock, No Par Value
                                (Title of Class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for past 90 days.
[x] Yes    [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of  registrant's  knowledge,  in a  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

<PAGE>

Issuer's  revenues  for the  fiscal  year  ended  March 31,  2004 was $- 0-. The
aggregate  market value of the common shares held by non- affiliates was $25,911
as of April 30, 2004.

The number of shares  outstanding of the  Registrants  common stock no par value
was 4,440,100.

Documents Incorporated by reference:  NONE


                                     PART 1
Item 1.   Business

Wincroft,  Inc.  ("Registrant"  or  "the  Company")  now  has no  operations  or
substantial  assets, and intends to seek out and obtain candidates with which it
can merge or whose  operations or assets can be acquired through the issuance of
common stock.  Previously it was a technology  company  focusing on hardware and
software  solutions  for  audio  and  video  communications  over the  Internet.
Existing  shareholders  of  Registrant  will,  in  all  probability,  experience
significant  dilution of their ownership of Registrant and should  experience an
appreciation  in the  net  book  value  per  share.  Management  will  place  no
restrictions  on the types of businesses  which may be acquired.  In determining
the  suitability  of a  combination  partner,  Management  will require that the
business being acquired has a positive net worth, that it show evidence of being
well-managed,  and that its owners and management have a good reputation  within
the business  community.  Management  intends to seek out  business  combination
partners by way of its business contacts,  including possible referrals from the
Registrant's accountants and attorneys, and may possibly utilize the services of
a business broker.

Its  previous  trading  activities  commenced  on  March  31,  1998  though  the
acquisition  of  VideoTalk  a  videoconferencing  system for the  Internet.  The
acquisition of VideoTalk was approved at a special  meeting of  shareholders  of
the Company on 18th May 1998 at which time the directors  and  management of the
Company were changed and Mr. Jason Conway was  appointed  Director and President
of the Company.  The  marketing  and further  development  of  VideoTalk  proved
unsuccessful  and the  asset  has  been  written  off in  Registrants  financial
statements.  On April 14, 2000 Mr. Conway  resigned as a Director and Officer of
the Company and was replaced by Mr. Daniel Wettreich.

Registrant  is now seeking an  acquisition  and/or  merger  transaction,  and is
effectively a blind pool company.

The   Company   was   organized   in   Colorado   in  May  1980  as  part  of  a
quasi-reorganization  of Colspan  Environmental  Systems,  and has made  several
acquisitions and divestments of businesses unrelated to its present activities.

The  Registrant  is one of a number of similar blind pool  companies  affiliated
with Mr. Daniel  Wettreich the President of the Registrant.  The other companies
are as follows:

     Camelot  Corporation  ("Camelot") was incorporated in the state of Colorado
     in September  1975, and has made several  acquisitions  and  divestments of
     businesses  unrelated to its present  activities.  It has been a blind pool
     company since July 1998.  Mr. Daniel  Wettreich is a Director and President
     of Camelot and as at the financial year ended April 2002 had no interest in
     the voting rights of the issued and outstanding  common and preferred stock
     of that company.


                                        2
<PAGE>

     Forme Capital,  Inc. ("Forme") was incorporated in the state of Delaware in
     December  1986,  and has  made  several  acquisitions  and  divestments  of
     businesses  unrelated to its present  activities.  It has been a blind pool
     company since April 2000. Mr. Daniel  Wettreich is a Director and President
     of Forme and as at the  financial  year ended  April  2003 owned  2,992,857
     shares  representing  98.82% of the issued and outstanding  common stock of
     Forme.

     Malex,  Inc.  ("Malex") was  incorporated  in the state of Delaware in June
     1987.  It has  been a  blind  pool  company  since  inception.  Mr.  Daniel
     Wettreich is a Director and President of Malex and as at the financial year
     ended April 2003 owned 8,006,490 shares  representing  95.31% of the issued
     and outstanding common stock of Malex.

During  the past  three  years the  Registrant  has had no  success  in  finding
companies  with which to  merge.The  basis on which a decision  to merge will be
taken, will be the opinion of Mr.Daniel  Wettreich the President and Director of
Registrant regarding primarily the quality of the businesses that will be merged
and their  potential for future growth,  the quality of the management of the to
be merged  entities,  and the benefits that could accrue to the  shareholders of
Registrant  if the merger took place.  The selection of which blind pool company
affiliated with Mr.  Wettreich will be used for a merger in a given  transaction
is arbitrary and is partly  dependent on which blind pool company is of interest
to the potential merger partner. The Registrant has no particular advantage as a
blind  pool  company  over any other  blind  pool  company  affiliated  with Mr.
Wettreich,  and there can be no guarantee that a merger will take place, or if a
merger does take place that such merger will be  successful  or be beneficial to
the stockholders of the Registrant.







                                        3
<PAGE>

Acquisition and Divestments History

The Company  restructured during 1986 with unrealizable assets being written off
and the name of the  Registrant  being  changed  to  Apache  Resources  Limited.
Subsequently,  the Company changed its name to Danzar Investment Group, Inc. and
formed,  developed  and  spun off to its  stockholders  five  public  companies,
Pathfinder Data Group,  Inc.,  Phoenix  Network,  Inc.,  WorthCorp,  Inc., Forme
Capital,  Inc., and Whitehorse Oil and Gas  Corporation,  Inc.  Following  these
distributions  the Company had no investments in these  companies.  From 1988 to
1997  the  Company  had  no  business  activities.  Following  a  change  in the
Registrants name to Alexander Mark Investments  (USA),  Inc., the Company in May
1997  acquired  a  controlling  interest  in  a  U.K.  public  company,   Meteor
Technology,  plc.  of which Mr.  Daniel  Wettreich,  the then  President  of the
Company,  was an officer  and  director.  Mr.  Wettreich  is also an officer and
director of Camelot Corporation which became the controlling  shareholder of the
Registrant at that time. On 20th March,  1998, Camelot  Corporation  transferred
51% of the outstanding shares in the Company to Forsam Venture Funding,  Inc., a
company affiliated with Mr. Wettreich. On 23rd March, 1998, the Company disposed
of its sole asset being its shareholding in Meteor Technology,  plc for $59,573.
On 31st March 1998,  the Company  entered  into an  agreement  with Third Planet
Publishing,  Inc., a wholly owned subsidiary of Camelot  Corporation to purchase
at Third Planet's  historical  cost all rights,  title and interest to VideoTalk
for  $7,002,056  payable by the issuance of common and  preferred  shares in the
Registrant and a Promissory  Note in the amount of  $2,000,000.  The assets were
valued at Third Planet Publishing's recorded value of $231,484. The purchase was
conditional upon  shareholder  approval of the transaction and the completion of
the  acquisition of the majority of the  outstanding  stock of the Registrant by
Mr. Jason Conway.  These  transactions  were approved by shareholders on May 18,
1998 as well as the approval of a 100 for 1 forward  stock split to increase the
number  of  shares  outstanding  and  various  amendments  to  the  Articles  of
Incorporation amongst other things.

Item 2.   Properties

Registrant  shares offices at 18170 Hillcrest  Road,  Suite 100,  Dallas,  Texas
75252 with an affiliate of its President on an informal basis.

Item 3.   Legal Proceedings

There are no  proceedings  to which any  director,  officer or  affiliate of the
Registrant, or any owner of record (or beneficiary) of more than 5% of any class
of voting securities of the Registrant is a party adverse to the Registrant.

Item 4.   Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year covered by this report.


                                        4
<PAGE>

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

Registrant's Common Stock, no par value is traded over the counter (WINN.PK) and
the market for the stock has been relatively inactive. The range of low and high
bid quotations foreach calendar quarter period of the Registrant's  previous two
fiscal years, as supplied by the "pink sheets" of the National  Quotation Bureau
or the OTC Bulletin Board quotes  available on the Internet are shown below. The
quotations  reflect  interdealer  prices,  without  retail  markup,  markdown or
commission and do not necessarily reflect actual transactions.


           Quarter Ending             Bid         Ask
           --------------             ---         ---

           March 31, 2002             0.20        0.20
           June 30, 2002              0.06        0.06
           September 30, 2002         0.05        0.05
           December 30, 2002          0.05        0.05
           March 31, 2003             0.03        0.03
           June 30,2003               0.03        0.03
           September 30,2003          0.03        0.03
           December 30,2003           0.03        0.03
           March 31,2004              0.20        0.20


The Registrant  has no  outstanding  options or warrants for the purchase of its
Common Stock or any  outstanding  securities  that are  convertible  into Common
Stock.

As of April 15,  2004 there were  approximately  370  shareholders  of record of
Registrant's Common Stock.

Registrant  has not  paid  cash  dividends  on its  Common  Stock  and  does not
anticipate paying cash dividends in the foreseeable future.

Item  6.  Management's Discussion and Analysis of Financial Condition and Result
          of Operations

During  the year  ended  March  31,  2004 the  Company  incurred  losses of $950
compared  with $2,465 in 2003.  The Company had no  activities.On  February,24th
2003 Registrant accepted for treasury for nil consideration 700,000 shares.

There  were no  revenues  for the  period.  The  Company is now  seeking  merger
opportunities.


Liquidity and Capital Resources

The  Registrant  has met its  shortfall  of funds from  operations  during prior
periods by  borrowings  from its Directors  and  companies  affiliated  with its
Directors.  There can be no assurance  that the Company will be able to continue
to fund operations by borrowing.  Net cash used by operating activities was $-0-
($0 in 2003). Net cash provided by investing  activities was $-0- ($-0- in 2003)
and by financing activities was $-0- ($0 in 2003).

The  Registrant's  present  needs  for  liquidity  principally  relates  to  its
employees,  facilities  costs,  marketing  expenses,  its  obligations  for  SEC
reporting  requirements  and the minimal  requirements  for record keeping.  The
Registrant has limited liquid assets available for its continuing  needs. In the
absence of any additional  liquid  resources,  the Registrant will be faced with
cash flow problems. Registrant has no plans for significant capital expenditures
during the next twelve  months.  Management  believes  that the present level of
cash resources available to the Registrant will be sufficient for its needs over
the next twelve months. There are no known trends demands, commitments or events
that would  result in or that is  reasonably  likely to result in the  Company's
equity  increasing  or decreasing in a material way other than the potential use
of cash resources in the normal course of business or additional fund raising.



                                        5
<PAGE>

Item 7.   Financial Statement and Supplementary Data
                                                                        Page No.
                                                                        --------

Independent Auditor's Report                                               7

Financial Statements for March 31, 2004 and March 31, 2003

Balance Sheet                                                              8

Statements of Operations                                                   9

Statements of Changes in Stockholders Equity                              10

Statements of Cash Flows                                                  12

Notes to Financial Statements                                             13





                                        6
<PAGE>

Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545
2228 South Fraser Street
Unit 1
Aurora, Colorado 80014


Board of Directors and Shareholders
Wincroft, Inc.


                          INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying balance sheet of Wincroft, Inc., as of March 31,
2003, and the related statements of operations,  stockholders' equity (deficit),
and cash flows for the years  ended  March 31,  2003 and 2002.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.

I conducted my audit in accordance with generally accepted auditing standards in
the United States of America.  Those  standards  require that I plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement.  An audit also includes examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the financial  position of Wincroft,  Inc., as of March 31,
2003,  and the results of its  operations and its cash flows for the years ended
March  31,  2003 and  2002 in  conformity  with  generally  accepted  accounting
principles in the United States of America.



Larry O'Donnell, CPA, P.C.
May 17, 2003
Aurora, Colorado


                                       7
<PAGE>

                                 WINCROFT, INC.
                                  BALANCE SHEET

                                     ASSETS

                                                            March 31, 2004
                                                            --------------

Current Assets:
  Cash                                                       $       150

        Total Assets                                         $       150

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable                                          $     8,465

TOTAL LIABILITIES                                            $     8,465

Stockholders' Equity (Deficit):
  Common stock no par value, 75,000,000 shares
        authorized; 4,440,100 shares issued
        and outstanding                                           10,280
  Preferred Stock 25,000,000 authorized $.01 par value
     None issued
Additional paid in capital                                     1,168,152
  Retained Earnings (Deficit)                                 (1,185,614)

Less treasury stock, 8,196,223 shares at cost                     (1,133)
                                                                  (8,315)

                                                             $       150
See accompanying notes to these financial statements.


                                       8
<PAGE>

                                 WINCROFT, INC.
                             STATEMENT OF OPERATIONS


                                  For the year ended      For the year ended
                                    March 31, 2004          March 31, 2003
                                    --------------          --------------

Revenue                             $         --            $         --

Expenses
General and Administrative                     950                   2,465
    Total Expenses                             950                   2,465
Income (Loss) Before Provision
    for Income Taxes                $         (950)         $       (2,465)
Provision for Income Taxes                    --                      --
Net Income (Loss) from
    Operations                      $         (950)         $       (2,465)
Basic Income (Loss)
    Per Share                       $         --            $         --
    Weighted Average Number of
     Shares Outstanding                  4,440,100               5,071,000



The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>

                                 WINCROFT, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              For the year ended March 31, 2004 and March 31, 2003

                                            Common Stock
                                        Shares        Amount
                                      ----------    ----------

Balance March 31, 2002                 5,140,100    $   10,280

Surrender of common stock               (700,000)         --

Net Profit (Loss) for
Year Ended March 31, 2003




Balance March 31, 2003                 4,440,100        10,280

Net Profit (Loss) for
Year Ended March 31, 2004

Balance March 31, 2004                 4,440,100    $   10,280







The accompanying notes are an integral part of these financial statements.

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                 WINCROFT, INC.
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
              For the year ended March 31, 2004 and March 31, 2003

                             Additional     Retained       Treasury        Total
                              Paid-In       Earnings        Stock       Stockholders'
                              Capital       Deficit         Amount         Equity
                            -----------   -----------    -----------    -----------
<S>                         <C>           <C>            <C>            <C>
Balance March 31, 2002      $ 1,168,152   $(1,182,199)   $    (1,133)   $    (4,900)

Surrender of common stock          --            --             --             --

Net Profit (Loss) for
Year Ended March 31, 2002          --          (2,465)          --           (2,465)

Balance March 31, 2003        1,168,152    (1,184,664)        (1,133)        (7,365)

Net Profit (Loss) for
Year Ended March 31, 2004          --            (950)          --             (950)


Balance March 31, 2004      $ 1,168,152   $(1,185,614)   $    (1,133)   $    (8,315)

</TABLE>




The accompanying notes are an integral part of these financial statements.

                                       11
<PAGE>


                                 WINCROFT, INC.
                            STATEMENTS OF CASH FLOWS

                                                     For the years ended
                                              -------------------------------
                                              March 31, 2004    March 31,2003
                                              --------------    -------------

CASH FLOW FROM OPERATING ACTIVITIES
  Income (Loss) from Operations                 $     (950)      $   (2,465)

Adjustments to reconcile net income(loss) to
 net cash received from operation activities:
            Increase (Decrease) in:
            Accounts payable                           950            2,465
Net cash used by operating activities                 --               --

CASH FLOW FROM INVESTING ACTIVITIES
   Net cash used by investing activities              --               --
CASH FLOWS FROM FINANCING RESOURCES
   Net cash used by financing activities              --               --
INCREASE (DECREASE) IN CASH                           --               --
BEGINNING CASH BALANCE                                 150              150

ENDING CASH BALANCE                             $      150       $      150



The accompanying notes are an integral part of these financial statements.


                                       12
<PAGE>

                                 WINCROFT, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        March 31, 2002 and March 31, 2001

NOTE A: Summary of Significant Accounting Policies

        Organization and Principles of Consolidation

The Company was  organized in May,  1980, as part of a quasi  reorganization  of
Colspan  Environmental  Systems. At present, the Company has no subsidiaries and
is  operating at a reduced  level.  On 18th May,  1998,  the  Registrant  held a
shareholders  meeting, at which the shareholders  approved resolutions to ratify
the  appointment  of auditors for the fiscal year ended March 31, 1998, to amend
the Articles of  Incorporation  to change the Company's name to Wincroft,  Inc.,
approved  a 100 for 1  forward  stock  split to  increase  the  number of shares
outstanding  without  effecting the stated value of the common shares,  approved
the  amendment  to the Articles of  Incorporation  to create  Preferred  Shares,
approved  the transfer of control of the Company to Jason  Conway,  approved the
issuance of common and preferred  stock along with a Promissory  Note to acquire
the  VideoTalk  product,  and ratified all previous  actions of the officers and
directors  of the  Company.  The  financial  statements  reflect  the  VideoTalk
transaction as unconditional.

The financial  statements  include the information for the subsidiary,  Wincroft
(UK),  Ltd.  acquired by the Company  during the year ended March 31, 1999 for 1
pound.  Wincroft (UK), Ltd. had no operations before it was acquired Adjustments
were made to  eliminate  intercompany  transactions  and for the  conversion  of
Wincroft  (UK),  Ltd.'s numbers from pounds to US Dollars.  The conversion  from
British  Pounds  to US  Dollars  is  based  on  US  accounting  guidelines.  The
conversion  rate for the balance sheet was based on the published  exchange rate
at March 31, 1999,  one pound equals  $1.67650.  During the year ended March 31,
2000, the subsidiary was transferred to a company  affiliated with Mr. Conway in
exchange for him assuming the subsidiary's debt.

Basic Earnings per Common Share

Effective  December  15, 1997,  the  Registrant  adopted  FAS128  regarding  the
earnings per share  calculations.  The  statement  requires the  replacement  of
primary  earnings per share with basic earnings per share ("EPS").  Basic EPS is
computed  by  dividing   income   available  to  common   stockholders   by  the
weighted-average  number of common  shares  outstanding  during  the  period.  A
diluted earnings per share is also presented which is computed by increasing the
average number of common shares  outstanding by the number of additional  shares
that would be outstanding if the options outstanding had been exercised.

Property and Equipment

Property and equipment are carried at cost.  Major additions and betterments are
capitalized, whole replacements and maintenance and repairs which do not improve
or extend the life of the respective  assets are expensed.  When the property is
retired or otherwise disposed of, the related costs and accumulated depreciation
are removed from the accounts and any gain or loss is reflected in operations.

Depreciation  of  equipment  is  provided  on the  straight  line method over an
estimated useful life of five years.

Capital Stock

The number of shares authorized are 75,000,000  common and 25,000,000  preferred
as of March 31, 2004.  The number of common  shares issued and  outstanding  are
4,440,100, no par value.

The holders of the  Company's  stock are  entitled to receive  dividends at such
time  and in  such  amounts  as may be  determined  by the  Company's  Board  of
Directors.  All shares of the Company's  Common Stock have equal voting  rights,
each share being  entitled to one vote per share for the  election of  directors
and for all other purposes.  All shares of the Company's  Preferred Stock have a
preference  over  the  Common  Stock  in the  event of  liquidation  or  similar
action.The  Board of Directors of the Company are authorized to create series of
Preferred Shares  designating the rights as a result of the amendments  approved
by the  shareholders at the meeting held May 18, 1998. The preferred shares have
no voting rights.

                                       13
<PAGE>

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amount of assets and  liabilities and disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
differ from the estimates.

NOTE B: Income Taxes

The Company has incurred  approximately  $1,200,000 in net operating losses. The
expiration dates for the net operating loss carry forwards are from 1998 through
2018.  Use of these net  operating  loss carry  forwards is  dependent on future
taxable  income.  Deferred tax assets of $350,000 have been offset entirely by a
valuation allowance.









                                       14
<PAGE>

Item 8.   Disagreements on Accounting and Financial Disclosures

There has not been a filing to report a disagreement on any matter of accounting
principle or financial statement disclosure, within 24 months of the date of the
most recent statements.

                                    PART III

Item 9.   Directors and Executive Officers of the Registrant

     The following persons serve as Directors and/or Officers of the Registrant:

 Name              Age   Position     Period Served     Term    Expires
 ----              ---   --------     -------------     ----    -------

 Daniel Wettreich  52    Chairman      April 2000

                         President                              Annual Meeting
                         Treasurer
                         Director


Daniel Wettreich

Daniel Wettreich is Chairman,  President and Director of the Company since April
2000.  Additionally,  he currently  holds  directors  positions in the following
public companies Camelot Corporation , Forme Capital, Inc., and Malex, Inc. From
July 1996 to July 1998 he was a Director of Constable Group plc a United Kingdom
company.  (1) Mr.  Wettreich  has a Bachelor of Arts in Business  Administration
from the University of Westminster, London, England.

     (1)  Constable Group plc filed for voluntary liquidation in July 1998.

Item 10.  Executive Compensation

The following table lists all cash compensation  paid to Registrant's  executive
officers as a group for services  rendered in all  capacities  during the fiscal
period  ended  March 31,  2003.  No  individual  officer  received  compensation
exceeding  $100,000;  no  bonuses  were  granted  to any  officer,  nor  was any
compensation deferred.

                             CASH COMPENSATION TABLE


     Name of Individual        Capacities in            Cash
     or Number in Group        Which Served         Compensation
     ------------------        ------------         ------------

            --                       --                 NONE

Directors of the  Registrant  receive no salary for their  services as such, but
are  reimbursed for reasonable  expenses  incurred in attending  meetings of the
Board of Directors.

                                       15
<PAGE>

Registrant  has no  compensatory  plans or  arrangements  whereby any  executive
officer  would receive  payments  from the  Registrant or a third party upon his
resignation,  retirement  or  termination  of  employment,  or from a change  in
control of Registrant or a change in the officer's  responsibilities following a
change in control.

Item 11.  Security Ownership of Certain Beneficial  Owners and  Management

The  following  table  shows the amount of common  stock,  no par value,  ($.002
stated  value),  owned  as of  April  15,2003,  by  each  person  known  to  own
beneficially more than five percent (5%) of the outstanding  common stock of the
Registrant,  by each  director,  and by all officers and directors as a group (1
person).  Each individual has sole voting power and sole  investment  power with
respect to the shares beneficially owned.

     Name and Address of                 Amount and Nature of      Percent
     Beneficial Owner                    Beneficial Ownership      of Class
     ----------------                    --------------------      --------


     Daniel Wettreich                         3,576,400              80.5%
     18170 Hillcrest Road, Suite 100
     Dallas, Texas  75252

     All Officers and Directors as a
     group (one person)                       3,576,400              80.5%


Item 12.  Certain Relationships and Related Transactions

On May 15, 1997, the President of the Company, Daniel Wettreich,  subscribed for
6,787,998  restricted common shares of the Registrant in exchange for 40,727,988
ordinary shares of Meteor  Technology,  plc a UK public  company.  Subsequently,
6,029,921  of  the  restricted  shares  were  exchanged  by  Mr.  Wettreich  for
restricted  common shares in Adina,  Inc.  Adina then  subscribed for 53,811,780
Preferred Shares, Series J of Camelot Corporation paying for them with 6,029,921
common shares of the Registrant.



                                       16
<PAGE>

On 20th March, 1998,  Camelot  transferred 51% of the then outstanding shares in
the Registrant to Forsam Venture  Funding,  Inc. Mr. Wettreich is an officer and
director of Camelot, Adina and Forsam. On March 31, 1998 Forsam Venture Funding,
Inc.  surrendered  7,495,539 shares to the Company for the treasury and they are
no longer outstanding.  The Company did not pay Forsam Venture Funding, Inc. any
compensation for the surrendering of the shares.

On March 31, 1998,  Forsam  Venture  Funding,  Inc.  entered into a  conditional
contract  to sell all its  Shares  in  Registrant  to Mr.  Jason  Conway  for an
undisclosed  sum.  On  18th  May,  1998  with  the  shareholders  approval,  the
conditional  contract closed,  Mr. Daniel  Wettreich  resigned as a director and
officer of  Registrant  as did all the other  directors  and  officers,  and Mr.
Conway was appointed a director, and Chief Executive Officer of Registrant.

On March 31, 1998,  Registrant  entered into a conditional  agreement with Third
Planet  Publishing,  Inc., a wholly owned  subsidiary of Camelot  Corporation to
acquire  the  VideoTalk  product  for Third  Planet  Publishing,  Inc.'s cost of
$7,002,056 payable by way of the issuance of common stock, preferred stock and a
Promissory  Note.  This  transaction  required  shareholder  approval  which was
forthcoming  18th May, 1998. The note bears interest at 10% and is due March 31,
2003.

For the eleven (11) months  ending March 31, 1998 and the year ended 30th April,
1997 the Company  incurred stock transfer fees to a Company  associated with Mr.
Wettreich,  the  President  of the Company in the amounts of $814.50 and $9,573,
respectively. Such amounts were written off in the period ended March 31, 1998.

On June 29, 1998,  Registrant agreed with Camelot  Corporation at the request of
Registrant,  to satisfy the  outstanding  Promissory  Note payable to Camelot by
Registrant  in the amount of  $2,000,000 by way of the issuance of $2,000,000 of
Wincroft  Non-voting  Preferred  Stock,  Series B. These Preferred  Shares pay a
dividend of 10% when and as declared by the board of  directors  and will pay an
additional  yield  equivalent  to 10% of any revenues  derived by  Registrant on
sales of  VideoTalk  [tm].  The  Preferred  Shares also call for  redemption  by
Registrant in the event VideoTalk is sold.

On March 31, 2000 Mr.  Conway  entered into an agreement to sell the majority of
his shares to M.Y.  Wettreich,  and following the closing of this transaction on
April 14, 2000, he resigned as a director and officer of the Company. Mr. Daniel
Wettreich was appointed to replace Mr. Conway on April 14, 2000.


                                       17
<PAGE>

On October 8, 2001,  Registrant  accepted for retirement  for nil  consideration
7,000  preferred  shares  in  Registrant.  Registrant  now  has  no  issued  and
outstanding preferred shares.

On March 3, 2002, Mick Y. Wettreich transferred by way of gift all his shares in
Registrant,  comprising  3,576,400  shares, to Daniel Wettreich the President of
Registrant.  Following this transaction, Daniel Wettreich, Separate Property now
owns in excess  of 80% of the  issued  and  outstanding  shares of  Registrant's
common stock.

On February 24th, 2003 Registrant  accepted for treasury  700,000 shares for nil
consideration.














                                       18
<PAGE>

                                     PART IV

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          NONE


The  following  financial  statements  are  included  in Part II, Item 8 of this
report for the period ended March 31, 2003:

     Balance Sheets
     Statements of Operations
     Statements of Changes in Shareholders' Equity
     Statements of Cash Flows
     Notes to Financial Statements

All other  schedules for which  provision is made in the  applicable  accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and have therefore been omitted.

     Exhibits included herein:

     3(a)  Articles of Incorporation:  Incorporated by reference to Registration
           Statement filed on Form 10, May 10, 1984; File No. 0-12122

     3(b)  Bylaws: Incorporated by Reference as i mmediately above

     22(a) Subsidiaries: None.

     31.1  Section 302 Certification Of Chief Executive Officer

     31.2  Section 302 Certification Of Chief Financial Officer

     32.1  Section 906 Certification Of Chief Executive Officer

     32.2  Section 906 Certification Of Chief Financial Officer

     Reports on Form 8-K
           None


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

General.  Larry O'Donnell,  CPA, P.C.  ("O'Donnell") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether  the  provision  of  audit  services  is  compatible  with   maintaining
O'Donnell's independence.

Audit Fees. O'Donnell billed for the following professional  services:  $270 for
the fiscal periods  ending May 31, 2003,  August 31, 2003 and November 30, 2003;
$750 for the audit of the annual  financial  statement  of the  Company  for the
fiscal year ended March 31, 2004.




                                       19
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


     WINCROFT, INC.
     (Registrant)


     By:  /s/ Daniel Wettreich
        ------------------------------
        Daniel Wettreich, Chairman
        and President

     Date: June 22, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

     By:  /s/ Daniel Wettreich
        ------------------------------
        Daniel Wettreich, Director;
        Chairman and President,
        (Principal Executive Officer);
        Treasurer (Principal Financial
        and Accounting Officer)

     Date: June 22, 2004









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